UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                   FORM 10-Q


                               QUARTERLY REPORT


       UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


                      FOR THE QUARTER ENDED JUNE 30, 1999


                          COMMISSION FILE NO. 0-19564


                        FGIC SECURITIES PURCHASE, INC.
                            A DELAWARE CORPORATION
                  IRS EMPLOYER IDENTIFICATION NO. 13-3633082
                    115 BROADWAY, NEW YORK, NEW YORK 10006
                          TELEPHONE - (212) 312-3000


         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes  X      No
                              -----      -----



                                                      SHARES OUTSTANDING
TITLE OF CLASS                                        AT AUGUST 13, 1999
--------------                                        ------------------

Common Stock (voting), $10.00 par value                      10






Registrant meets the conditions set forth in general instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.



<PAGE>


                               TABLE OF CONTENTS

                                                                     PAGE
                                                                     ----

PART I.  FINANCIAL INFORMATION


  Item 1.     Financial Statements

              Balance Sheets                                           3
              Statements of Operations                                 4
              Statements of Cash Flows                                 5
              Notes to Unaudited Interim Financial Statements         6-9


  Item 2.     Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                              8, 9



PART II. OTHER INFORMATION

  Item 1 - Item 6                                                     10


  Signatures                                                          11



                                    Page 2



<PAGE>


ITEM 1.        Financial Statements and Supplementary Data.


                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                                BALANCE SHEETS

ASSETS                                                  JUNE 30,    DECEMBER 31,
                                                         1999           1998
                                                        --------    ------------
                                                      (UNAUDITED)

Short-term investments                             $    129,168     $    126,285
Liquidity fees receivable                             1,204,591        1,117,220
Due from GE Capital                                  23,605,494       20,595,753
Deferred tax asset                                    2,207,950        2,136,958
Other assets                                            353,109          353,109
                                                   ------------     ------------

     Total assets                                   $27,500,312      $24,329,325
                                                    ===========      ===========


LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

Deferred liquidity fee income                       $   290,853     $   306,300
Due to affiliates                                       137,227               -
Commitment fees payable to GE Capital                   241,915         161,342
Accounts payable and accrued expenses                   346,760         346,760
Taxes payable                                         7,278,044       6,061,034
                                                     ----------      ----------

     Total liabilities                                8,294,799       6,875,436
                                                     ----------      ----------

Stockholder's Equity:

Common stock, par value $10.00 per share;

     10 shares authorized, issued and outstanding           100             100
Additional paid in capital                              822,145         822,145
Retained earnings                                    18,383,268      16,631,644
                                                    -----------     -----------

     Total stockholder's equity                      19,205,513      17,453,889
                                                    -----------     -----------

     Total liabilities and stockholder's equity     $27,500,312     $24,329,325
                                                    ===========     ===========






            See accompanying notes to interim financial statements.

                                    Page 3



<PAGE>


                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                             For The Three Months                For The Six Months
                                                                Ended June 30,                     Ended June 30,
                                                            1999               1998             1999             1998
                                                            ----               ----             ----             ----

<S>                                                      <C>               <C>                <C>             <C>
Liquidity fee income                                     $1,625,210        $1,875,176         $3,260,676      $3,645,343
Investment income                                             1,477             5,744              2,883           5,744
                                                         ----------        ----------         ----------      ----------
Total revenues                                            1,626,687         1,880,920          3,263,559       3,651,087
General and administrative expenses                         177,964           152,944            365,918         310,183
                                                         ----------        ----------         ----------      ----------
Income before provision for income taxes                  1,448,723         1,727,976          2,897,641       3,340,904
                                                         ----------        ----------         ----------      ----------
Provisions for income taxes
   Federal                                                  471,560           559,432            943,182       1,081,617
   State and local                                          101,411           129,598            202,835         250,568
                                                         ----------        ----------         ----------     -----------
Total provisions for income taxes                           572,971           689,030          1,146,017       1,332,185
                                                         ----------        ----------         ----------     -----------
Net income                                                 $875,752        $1,038,946         $1,751,624      $2,008,719
                                                         ==========        ==========         ==========      ==========
</TABLE>











            See accompanying notes to interim financial statements

                                    Page 4



<PAGE>


                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                FOR THE SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                   1999           1998
                                                               -----------    -----------

OPERATING ACTIVITIES:

<S>                                                             <C>            <C>
Net income                                                      $ 1,751,624    $ 2,008,719
   Adjustments to reconcile net
   income to net cash provided by
   operating activities:

      Deferred income tax expense                                   (70,992)          (198)
      Change in taxes payable                                      1,217,010      1,332,383
      Change in due from affiliates                               (3,009,741)    (3,585,314)
      Change in due to affiliates                                    137,227        (71,032)
      Change in other assets                                            --           17,475
      Change in liquidity fees receivable                            (87,371)       159,485
      Change in deferred liquidity fee income                        (15,447)        38,378
      Change in accounts payable and accrued expenses                   --           23,503
      Change in commitment fees payable to GE Capital                 80,573         82,345
                                                                 -----------    -----------

     Cash provided by operating activities                             2,883          5,744
                                                                 -----------    -----------

 Net change in cash and cash equivalents                               2,883          5,744
                                                                 -----------    -----------

   Cash and cash equivalents at beginning of period                  126,285        117,390
                                                                 -----------    -----------

   Cash and cash equivalents at  end of period                   $   129,168    $   123,134
                                                                 ===========    ===========

</TABLE>










            See accompanying notes to interim financial statements.

                                    Page 5



<PAGE>


                        FGIC SECURITIES PURCHASE, INC.

              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)

                     NOTES TO INTERIM FINANCIAL STATEMENTS

                                 JUNE 30, 1999

                                  (UNAUDITED)

(1)      BUSINESS
         --------

         FGIC Securities Purchase, Inc. ("FGIC-SPI") is a wholly-owned
         subsidiary of FGIC Holdings, Inc. (the "Parent") which, in turn, is
         wholly-owned by General Electric Capital Corporation ("GE Capital").
         FGIC-SPI provides liquidity for certain floating rate municipal
         securities whereby FGIC-SPI will, under certain circumstances,
         purchase such securities in the event they are tendered by the
         holders thereof as permitted under the terms of the respective bond
         indentures. As of June 30, 1999, FGIC-SPI had approximately $2.6
         billion (par and interest) of potential obligations under such
         arrangements. In order to obtain funds to purchase the securities,
         FGIC-SPI has entered into standby loan agreements with GE Capital
         totaling $5.0 billion at June 30, 1999, under which GE Capital will
         be irrevocably obligated to lend funds as needed for FGIC-SPI to
         purchase the securities.

(2)      SIGNIFICANT ACCOUNTING POLICIES
         -------------------------------

         The interim financial statements of FGIC-SPI in this report reflect
         all normal recurring adjustments necessary, in the opinion of
         management, for a fair statement of (a) results of operations for six
         months ending June 30, 1999 and 1998, (b) the financial position at
         June 30, 1999 and December 31, 1998, and (c) cash flows for the six
         months ended June 30,1999 and 1998.

         These interim financial statements should be read in conjunction with
         the financial statements and related notes included in the 1998
         audited financial statements.

         Significant accounting policies are as follows:

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents are carried at cost, which approximates
         fair value. For purposes of the statement of cash flows, FGIC-SPI
         considers all highly liquid investments with original maturities of
         three months or less to be cash equivalents.

         REVENUE RECOGNITION

         Fees are paid up-front and in installments. Up-front fees are earned
         on a straight-line basis over the life of the liquidity commitment,
         and installment fees are earned straight-line over the installment
         period.

                                    Page 6



<PAGE>


         FAIR VALUES OF FINANCIAL INSTRUMENTS

         The carrying amounts of FGIC-SPI's financial instruments, relating
         primarily to short term investments and liquidity fees, approximate
         their fair values.

         SEC REGISTRATION FEES

         SEC registration fees are reimbursable to FGIC-SPI, as a separate
         item at the closing, by issuers, as transactions are consummated.
         Such fees are deferred when paid, and netted against the related
         reimbursement as transactions are consummated. Management evaluates
         the recoverability of such deferred fees at each reporting date.

         EXPENSES

         Direct expenses incurred by the Parent are fully allocated to
         FGIC-SPI on a specific identification basis. Employee related
         expenses are allocated by affiliates to FGIC-SPI based on the
         percentage of time such employees devote to the activities of
         FGIC-SPI. Management believes that such allocation method is
         reasonable. Management believes that such expenses, as reported in
         the statement of income, would not differ materially from what
         expenses would have been on a stand-alone basis.

         COMMITMENT FEES

         The commitment fees are accrued on the outstanding liquidity
         facilities (see Note 4).

         RESERVE FOR LOSSES

         It is management's policy to establish a reserve for losses based
         upon its estimate of the ultimate aggregate losses relative to its
         obligations under the liquidity facility arrangements written.

         At June 30, 1999, management does not anticipate any losses relative
         to such arrangements.

         INCOME TAXES

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and
         their respective tax bases, on a stand alone basis, as provided in
         SFAs No. 109, "Accounting for Income Taxes". These temporary
         differences relate principally to accrued state taxes not settled
         with GE Capital. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be
         recovered or settled. The effect on deferred tax assets and
         liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

(3)      INCOME TAXES

         Under an intercompany tax-sharing agreement with its parent, FGIC-SPI
         is included in the consolidated Federal income tax returns filed by
         GE Capital. FGIC-SPI provides for taxes as if it filed a separate tax
         return in accordance with SFAS No. 109.


                                    Page 7



<PAGE>


 (4)     CAPITAL CONTRIBUTION

         In May of 1998, GE Capital waived all Stand-by loan commitment fees
         previously accrued through December 31, 1997. Total fees amounted to
         $822,145. Such fees were originally recorded as general and
         administrative expenses (years 1994 through 1997). The total waived
         fees have been recorded as additional paid-in capital. No further
         waiving of fees is anticipated in future periods.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

         Liquidity fees are received up-front at the inception of the contract
         and in installments over the life of the contract. Up-front fees are
         earned on a straight-line basis over the life of the liquidity
         commitment, and installment fees are earned straight-line over the
         installment period. For the six months ended June 30, 1999, FGIC-SPI
         earned liquidity fees of $3,260,676 compared to $3,645,343 for the
         six months ended 1998. The decrease in earnings is primarily due to a
         reduction in the outstanding liquidity facility and the renewal of
         existing deals at lower basis points. FGIC-SPI incurred $365,918 and
         $310,183 of general and administrative expenses for the six months
         ended June 30, 1999 and 1998, respectively. The expenses incurred
         primarily include fees associated with establishing the liquidity
         facilities.

         Liquidity fees are received up-front at the inception of the contract
         and in installments over the life of the contract. Up-front fees are
         earned on a straight-line basis over the life of the liquidity
         commitment, and installment fees are earned straight-line over the
         installment period. for the second quarter of 1999, FGIC-SPI earned
         liquidity fees of $1,625,210 compared to $1,875,176 for the three
         months ended June 30, 1998. The decrease in earnings is primarily due
         to a reduction in the outstanding liquidity facility and the renewal
         of existing deals at lower basis points. FGIC-SPI incurred $177,964
         and $152,944 of general and administrative expenses for the three
         months ended June 30, 1999 and 1998, respectively. The expenses
         incurred primarily include fees associated with establishing the
         liquidity facilities.

         In May of 1998, GE Capital waived all Stand-by loan commitment fees
         previously accrued through December 31, 1997. Total fees amounted to
         $822,145. Such fees were originally recorded as general and
         administrative expenses (years 1994 through 1997). The total waived
         fees have been recorded as additional paid-in capital. No further
         waiving of fees is anticipated in future periods.

         YEAR 2000 READINESS DISCLOSURE

         The inability of business processes to continue to function correctly
         after the beginning of the Year 2000 could have serious adverse
         effects on companies and entities throughout the world. FGIC-SPI
         recognizes the seriousness of the Year 2000 issue and has developed
         an action plan to mitigate Year 2000 issues in their information
         systems, products, facilities and suppliers. The action plan has been
         reviewed by senior management at FGIC-SPI and GE Capital Services
         internal audit staff. Our progress is closely monitored by GE
         Capital's Year 2000 Program Management Office.

         The action plan is divided into four phases: (1) define/measure -
         identify and inventory possible sources of Year 2000 issues; (2)
         analyze determine the nature and extent of Year 2000 issues and
         develop project plans to address those issues; (3) improve - execute
         project plans and perform a majority of the testing; and (4) control
         - complete testing, continue monitoring readiness and complete
         necessary contingency plans.



                                    Page 8




<PAGE>


         The action plan includes solutions which are appropriate to the
         specific situations. Currently, Year 2000 system remediation and
         testing is complete for all of FGIC-SPI's internal systems. We do not
         expect the cost of addressing such matters to have a material impact
         on the business, operations, or financial condition of the Company.

         Business operations are also dependent on the Year 2000 readiness of
         infrastructure suppliers in areas such as utilities, communications,
         transportation and other services. The likelihood and effects of
         failures in infrastructure systems and in the supply chain cannot be
         estimated. However, with respect to operations under its direct
         control, management does not expect, in view of its Year 2000 action
         plan, that occurrences of Year 2000 failures will have a material
         adverse effect on the financial position, results of operations or
         liquidity.



                                    Page 9




<PAGE>


                          PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

              FGIC-SPI is not involved in any pending legal proceedings.

Item 2.       Changes in Securities

              None.

Item 3.       Defaults on Senior Securities

              None.

Item 4.       Submission of Matters to a Vote of Security Holders

              None.

Item 5.       Other Information

              None.

Item 6.       Exhibits and Reports on Form 8-K

              a)    Exhibits

                    None.

              b)    Reports on Form 8-K

                    None.



                                    Page 10



<PAGE>


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                            FGIC SECURITIES PURCHASE, INC.
                                            ------------------------------
                                                    (Registrant)



Date:      August 9,1999                    /s/
                                            ------------------------------
                                                 Ann C. Stern
                                                 President (principal
                                                 executive officer)

Date:      August 9, 1999                   /s/
                                            ------------------------------
                                                 Rick J. Filippelli
                                                 Treasurer (principal
                                                 financial and
                                                 accounting officer)



                                    Page 11